Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Appointment of Dr. Seth Van Voorhees as Chief Financial Officer and Treasurer
On June 6, 2022, the Board of Directors of NRx Pharmaceuticals, Inc. (the
"Company") appointed Dr. Seth Van Voorhees, 61, to serve as Chief Financial
Officer ("CFO") and Treasurer of the Company, effective June 13, 2022.
Dr. Van Voorhees most recently served as CFO of PDS Biotechnology Corporation
("PDS Biotechnology") during which he completed several financing transactions
in 2021. Prior to joining PDS Biotechnology, he spent 10 years as the CFO and
Vice President, Business Development, for Research Frontiers Inc. Prior to this
role, Dr. Van Voorhees served as CFO for American Pacific Corp. Earlier in his
career, Dr. Van Voorhees was an investment banking officer responsible for
chemical and pharmaceutical clients at Merrill Lynch, UBS Warburg, and
Wasserstein Perella. Dr. Van Voorhees received a Ph.D. in chemistry from the
University of Pennsylvania and an MBA from Columbia University.
Dr. Van Voorhees has no familial relationships with any executive officer or
director of the Company. There have been no transactions in which the Company
has participated and in which Dr. Van Voorhees had a direct or indirect material
interest that would be required to be disclosed under Item 404(a) of Regulation
S-K.
Employment Arrangements with Dr. Van Voorhees
On June 6, 2022, Dr. Van Voorhees entered into an employment agreement with the
Company (the "Agreement") with an effective date of June 13, 2022. The Agreement
provides for an aggregate monthly payment of $33,333.33 to Dr. Van Voorhees for
total annual payment of approximately $400,000 (the "Base Salary") and an annual
target bonus payment of $200,000 at the discretion of the Board and upon
satisfactory performance of his duties (the "Target Bonus"). The Agreement also
provides for the grant of stock options (the "Options") to purchase 325,000
shares of the Company's common stock at an exercise price equal to the closing
price of the Company's common stock on the effective date of the Agreement. The
Options vest over a two-year period, subject to Dr. Van Voorhees' continued
service with the Company.
If Dr. Van Voorhees is terminated by the Company without "cause" or upon a
change of control, or he resigns for "good reason", he is entitled to receive
severance pay equal to the sum of the Base Salary, at the rate in effect on the
date of termination, from the date of termination through the nine-month
anniversary thereof, and a prorated Target Bonus through the date of
termination. In addition, all unvested Options will vest and become fully
exercisable. Dr. Van Voorhees will also be entitled to customary indemnification
and directors and officers insurance coverage.
The foregoing summary of the material terms of the Agreement is subject to the
full and complete terms of the Agreement, which the Company expects to file as
an exhibit to its periodic report covering the effective date of his employment.
Item 8.01 Other Events.
On June 7, 2022, the Company issued a press release announcing the appointment
of Dr. Van Voorhees as CFO and Treasurer. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release, dated June 7, 2022.
104 Cover Page Interactive Data File (embedded within Inline XBRL document
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NRX PHARMACEUTICALS, INC. 
